Review Comments

Is the agreement usable for themed chapters?

I have read the version of the agreement as it stands to day and outline below the changes required to make the agreement compatible not only with Local Chapters but also "themed" chapters. The real instance is HOT but should be extensible in the future for other verticals. For example a self-help chapter that supports local governments switching to OSM. I am suggesting rather than demanding this, but ask that it should at least be discussed by those working on it, (and for that work, a big thank you!).

3. Not relevant. There would have to be an "Or if a themed organisation then blah, blah" as well as some way of recognising whether the signing chapter is regional or themed. The latter can be achieved by inserting a top paragraph detailing the parties, (this is good and common practise anyway):

"This is an agreement between the OpenStreetMap Foundation, a not-for-profit organization registered in England and Wales with company registration number 05912761 and _______________________ a ____________ [regional/themed] organisation."

Intellectual property as inofficial goal?

Section 4.1 could be read in the sense that OSMF seeks to collect intelletual property as a purpose on its own. This is not one of the declared goals of OSMF. To avoid this misreading I suggest the following variant:

4.1. The OpenStreetMap Foundation seeks to protect its interest in its trade and business marks, and other intellectual property solely for the purpose of its declared goals and to ensuring that its good reputation is not tarnished by the improper use of those marks. The marks are "OpenStreetMap", "OSM" used in a geo-data context, "OpenStreetMap Foundation", "OSM Foundation", "OSMF", "State of the Map", "SOTM" and the OpenStreetMap magnifying glass logo. This list may be updated from time to time. -- Roland

Clarify wording in 4.5

Section 4.5 could be misread as:

"The Chapter will not [...] attempt to obtain [...] other intellectual property."

which would mean that the chapter may not e.g. promote the development of software (which inavoidably generates "intellectual property").

I expect that the purpose is "not to obtain exclusive rights in a way that excludes even OSMF or other chapters or conflict the declared goals of OSMF".

I suggest the rewording:

4.5. The Chapter will not register or otherwise attempt to obtain exclusive rights to OpenStreetMap related marks, domains, company names, and similar expect if so directed to by the Foundation. -- Roland

Remove logo approval in 4.3

4.3. Where necessary to disambiguate, a logo depicting the name of the Chapter (localized logo) may be used. Any such logo must be approved in advance by the Foundation

In the face of absent maintenance of current logo and corporate design and a failed attempt on the OSM-US side to get OSMF comms working group respond to a suggestion of the a variation of the OSM logo, I don't know how I could submit to approval by Foundation on logo. I don't think there's a problem in giving a bit of leeway here. My suggestion here goes along the lines of Roland's suggestion to remove 4.4.

Remove 4.4

4.4 Where necessary to disambiguate, a logo depicting the name of the Chapter (localized logo) may be used. Any such logo must be approved in advance by the Foundation

Clause 4.4 may be misread as in invitation to do some kind of corporate identity. Imagine somebody would mis-read this to enforce a certain rendering style. Or think of the case of the German FOSSGIS: while being also a local chapter for OSGeo, FOSSGIS cannot follow two coporate identity guidelines that may contradict.

Certified translations

Certified translations may be unneccessarily expensive and consume money to the scale of a medium sized project. Please note that the bylaws of the local chapter should anyway be public (and often by local law must be public). If the OSMF doesn't trust its local chapter's members to check the bylaws, it should not trust the local chapter anyway. In all other cases: the right to terminate the contract is not bound to reasons, so any misconduct can be fixed by termination within a year anyway.

So I suggest: Replace in 7.1 "certified" by "diligent" or "public reviewed" -- Roland

+1 Lxbarth

4.4. The Chapter will respect the OpenStreetMap visual identity guidelines and intellectual property polices if such exist and will from time to time adopt any changes to such.

Remove requirement for direct reports (8)

Let's remove the requirement for direct reports. Not sure what we win through this level of bureaucracy.